*No Minimun Order

*Terms and Conditions of Sales*

  1. *PLEASE READ THIS AGREEMENT CAREFULLY:* It contains the Terms and
     Conditions of sale that apply to the purchase of products from CMH
     Electronics. ("the company"). Any different or additional terms
     set forth in the customer's purchase order or similar
     communication are objected to and shall not be binding on the
     company unless a separate agreement has been signed by an
     authorized officer of the company. By placing an order for
     products from the company, or by accepting delivery of the
     products described on the applicable packing slip, bill of lading
     and/or invoice received with the products you agree to be bound by
     and accept these Terms and Conditions of sale.

  2. *AVAILABILITY AND PRICING:* Catalog product listings,
     specifications, availability, and pricing are subject to change
     without notice. Orders are not binding upon the Company until
     accepted by an authorized representative of the Company. Prices
     listed in the catalog and charges discussed herein are in U.S.
     dollars. Some products may not be available for shipment outside
     the United States. The Company reserves the right to refuse
     service, terminate accounts or cancel orders in its sole
     discretion. The Company may also change or modify these Terms and
     Conditions of Sale from time to time without notice. Prices shown
     herein reflect the latest information available at the time of the
     printing of the catalog or uploading of an electronic catalog.
     Prices charged will be those prevailing when an order is placed.
     For scheduled deliveries over 60 days, the Company reserves the
     right to charge the Customer the price of the products at shipment
     if higher. The Company's quoted prices do not reflect the cost of
     accommodating Customer's purchases via credit card or any
     third-party procurement services, software or e-commerce providers
     and the Company may accordingly pass through the additional
     charges incurred as a result of Customer's use of such purchasing
     methods. Prices shown do not include any Federal, State or local
     taxes or any present or future sales, use, excise, value-added or
     similar taxes. Where applicable, such taxes shall be billed as a
     separate item and paid by Customer. Orders are accepted with the
     understanding that such taxes will be added, as required by law.
     The Company charges local sales tax for Ohio, unless Customer has
     a valid sales tax exemption certificate on file with the Company.

  3. *FINANCIAL TERMS:* For open accounts only (with prior approval),
     standard payment terms are Net 30 days of the invoice date,
     without any deductions or setoffs. Otherwise, the Company will
     take your order with advance payment via cashier's check or money
     order, or with an accepted credit card.  A late payment charge of
     1 1/2% per month (annual percentage rate of 18%) shall be charged
     on all past due accounts and Customer shall pay the Company all
     costs incurred by it in collecting any past due account from
     Customer, including all court costs and attorney's fees, provided,
     however, if the foregoing charges exceed that rate which may be
     lawfully charged under applicable law, then such charges shall be
     calculated so as not to exceed the lawful rate. The Company
     reserves the right to add a $25.00 service charge on all returned
     checks.

  4. *OPEN ACCOUNTS/CUSTOMER'S FINANCIAL CONDITION:* A Customer that
     desires to open a credit account must furnish such information as
     requested by the Company. The Company reserves the right in its
     absolute discretion to grant, refuse or discontinue any extensions
     of credit, or reduce or suspend any credit limit at any time.
     Company also reserves the right to cancel any order, require
     payment in advance, or require the Customer to provide adequate
     assurance of performance, without any liability by the Company, in
     the event of the Customer's insolvency, filing of a petition in
     bankruptcy, the appointment of a receiver or trustee for Customer,
     or the execution by Customer of an assignment for the benefit of
     creditors.

  5. *RETURNS:* Permission for return of products must first be secured
     from the Company. Products returned without a Return Authorization
     Number will not be accepted. Return Authorization Requests showing
     shipper or invoice number, date, quantities of items and catalog
     number will be acted upon promptly. All Return Material
     Authorizations are conditional and are not final until the product
     is received and inspected by the Company. Credit will be issued at
     the original price charged less handling and transportation
     charges, where applicable. Returns may be subject to a minimum 15%
     restocking charge. All claims for shortages must be made within 72
     hours of receipt of product.

  6. *INTERNATIONAL ORDERS:* The minimum export order is $250.00.
     Export orders requiring special handling, packaging, and
     documentation are subject to additional charges. Export orders are
     accepted on the basis of payment in advance of shipment by a
     cashier's check in U.S. funds or wire transfer. Prices are FCA
     Shipping Point in accordance with Incoterms 2000 and do not
     include insurance, freight, brokerage, duty or taxes.

  7. *EXPORT CONTROLS:* Products purchased or received under these
     Terms and Conditions of Sale are subject to export control laws,
     restrictions, regulations and orders of the United States.
     Customer agrees to comply with all applicable export laws,
     restrictions and regulations of the United States or foreign
     agencies or authorities, and shall not export, or transfer for the
     purpose of re-export, any product to any prohibited or embargoed
     country or to any denied, blocked, or designated person or entity
     as mentioned in any such United States or foreign law or
     regulation. Customer represents and warrants that it is not on the
     Denied Persons, Specially Designated Nationals or Debarred Persons
     List and is not otherwise prohibited by law from purchasing the
     products or services hereunder. Customer shall be responsible to
     obtain any license to export, re-export or import as may be required.

  8. *SHIPPING & HANDLING/DELIVERY:* All U.S. domestic shipments are
     FCA Shipping Point in accordance with Incoterms 2000 and in all
     cases title shall pass upon delivery to the carrier at point of
     shipment and thereafter all risk of loss or damage shall be upon
     Customer (without regard to which party pays for the shipping
     costs). Company and carrier handling charges apply. Next Day and
     Second Day Air Service is available within the 48 contiguous
     states, Alaska, Hawaii, and Puerto Rico. Delivery dates provided
     in advance are estimates only and shall not represent fixed or
     guaranteed delivery dates. Export shipments are on the basis of
     FCA Company Warehouse in accordance with Incoterms 2000, with the
     Company charging separately for the costs, insurance, and freight
     to bring the products to the named place of destination.

  9. *HOW TO RETURN MERCHANDISE TO CMH:*
        1. Call or e-mail the Customer Service Department and request
           an RA (Return Authorization) number, which will be valid for
           30 days.

        2. Pack the item(s) securely, along with a copy of your invoice
           and a brief explanation of why the merchandise is being
           returned.

        3. Print the RA number legibly on the outside of the shipping
           carton in bold, visible letters.

           *Send the package to:
           *

           CMH Electronics
           134 Hillcrest Ave NW
           North Canton OH 44720

     *Important Notes*

        1. Freight collect or COD returns cannot be accepted.

        2. A 15% restocking charge may be imposed on parts returned due
           to customer error. All parts must be returned
           with all accessories enclosed in the original packaging.

        3. To receive a credit or refund, parts must be returned within
           30 days. Incorrect orders must be reported within 30 days.

 10. *HAZARDOUS APPLICATIONS PROHIBITED:* The company's products are
     not recommended or authorized for safety, life support, surgical
     implant, nuclear, military or commercial aircraft applications, or
     for any use or application in which the failure of a single
     component could cause substantial harm to persons or property.
     Customer assumes all risk and liability for use in such
     applications and agrees to indemnify the Company for all damages
     that may be incurred due to use of the Company's products in these
     prohibited applications.

 11. *CATALOG DESCRIPTIONS:* All specifications, drawings and
     particulars of weights, dimensions, capacity or other details
     contained in the Company's catalog(s) are intended to give a
     general description of the products only and will not be part of
     this Agreement. If the product description in the catalog(s)
     differs from the manufacturer's description the manufacturer's
     description will be deemed correct. Company is not responsible for
     typographical errors in the catalog.

 12. *WARRANTY & LIMITATION OF LIABILITY:* Products are sold by the
     Company with such warranties as may be extended by the
     manufacturer of the product(s), and there are no warranties for
     value added services, services bundled with the products, or other
     services provided by the Company. Copies of the manufacturers'
     warranties are available prior to the purchase of products by
     contacting the Company. The Company makes no other warranties and
     any and all implied warranties of merchantability or fitness for a
     particular purpose are hereby disclaimed. Customer is responsible
     for installation and use in accordance with manufacturers'
     instructions and the Company shall not be responsible for
     customer's improper selection of a product for a particular
     application or otherwise. No warranty will apply if its products
     are in any way altered or modified after delivery by the Company.
     The Company's liability on any claim for loss or damage arising
     out of this agreement or from the performance or breach of this
     agreement or connected in any manner with the supplying of any
     products or services hereunder, or the sale, resale, operation or
     use allocable to such products or part thereof involved in the
     claim, whether based on contract, warranty, tort (including
     negligence and for property damage and death) or other grounds,
     shall not in any event exceed the price allocable to such products
     or part thereof involved in the claim, regardless of cause or
     fault. In no event shall the Company be responsible to customer or
     any third party for any consequential, incidental or indirect
     damages, including but not limited to loss of profits, revenues,
     sales, data, business, goodwill or use, even if the Company has
     been advised of the possibility of such loss or damage. The
     parties agree that without this limitation of liability the
     Company would not have agreed to the price or terms and conditions
     of this agreement. The limitation of liability set forth herein
     applies both to products and services purchased or otherwise
     provided hereunder. Any cause of action against the Company must
     be instituted within 1 year from the date of purchase or provision
     of the products or services. If the Company provides Customer with
     advice, training, applications support, or other assistance which
     concern any products supplied hereunder, or any equipment, system
     or the like in which the product may be installed, the Company's
     giving of such advice or assistance will not subject the Company
     to any liability, whether based on contract, warranty, tort
     (including negligence) or other grounds.

 13. *INTELLECTUAL PROPERTY RIGHTS:* The products offered for sale by
     the Company may be subject to patent, trademark, copyright, design
     and other rights of third parties. The Company shall in no event
     whatsoever be responsible or liable in the event of any claim of
     infringement of any such rights. The Company's entire catalog(s)
     and website(s), including without limitation, the content of the
     catalog(s) and website(s) is copyrighted as a collective work
     under United States laws and applicable international copyright
     laws and the Company owns the full copyright in its catalog(s) and
     website(s), including without limitation in the selection,
     coordination, arrangement and enhancement of the content contained
     therein. Except as stated below, none of the materials in the
     Company's catalog(s) or on its website(s) may be reproduced,
     distributed, republished, downloaded, copied in any form or by any
     means, displayed, posted, transmitted, modified, translated, added
     to, updated, compiled, or abridged without the prior written
     permission of the Company. Customer may download, store, print and
     copy selected portions of the content in the Company's catalog(s)
     and website(s) provided Customer: (1) only uses the content
     downloaded, stored, or printed for furthering Customer's business
     with the Company; (2) does not publish or post any part of the
     content from the catalog(s) or website(s) in any other catalog or
     on any other Internet site; (3) does not publish or broadcast any
     part of the content from the catalog(s) or website(s) in or on any
     other media; and (4) does not modify or alter the content from the
     catalog(s) or website(s) in any way or delete or modify any
     copyright or trademark notice.

 14. *FORCE MAJEURE:* The Company shall not be liable for loss or
     damage caused by any delay or failure to perform resulting in
     whole or in part from Acts of God, severe weather conditions,
     labor disruptions, governmental decrees or controls,
     insurrections, war, risks, shortages, inability to procure or ship
     product or obtain permits and licenses, insolvency or other
     inability to perform by the manufacturer, delay in transportation,
     any other commercial impracticability and/or any circumstances
     beyond the control of the Company in its business operations.

 15. *GOVERNING LAW:* This Agreement and any sales hereunder shall be
     governed by the laws of the State of Ohio without regard to
     conflicts of laws rules and venue shall be in the federal and
     state courts of Stark County, State of Ohio, United States of America.

 16. *DISPUTE RESOLUTION:* Actions by the Company for non-payment by
     the Customer of the purchase price of products sold by the
     Company, or for redress of other breaches by the Customer of these
     Terms and Conditions of Sale may be brought by the Company, at its
     option, before any U.S. or foreign judicial court of competent
     jurisdiction or at the Company's option, disputes between the
     Company and the Customer, including all claims for non-performance
     by the Company, shall be finally settled by arbitration in Canton,
     Ohio, U.S.A. under the Commercial Rules of the American
     Arbitration Association, by a single arbitrator appointed in
     accordance with said Commercial Rules applying these Terms and
     Conditions of Sale and consistent provisions of the federal and
     state laws (except conflict of law rules) of the State of Ohio,
     U.S.A.

 17. *SEVERABILITY:* If any provision or provisions of this Agreement
     shall be held to be invalid, illegal or unenforceable, such
     provision(s) shall be enforced to the fullest extent permitted by
     applicable law, and the validity, legality and enforceability of
     the remaining provisions shall not in any way be affected or
     impaired thereby.

 18. *WAIVER:* The Company's failure to insist on performance of any
     term or condition contained in this Agreement, or failure to
     exercise any of the Company's rights hereunder, shall not
     constitute a waiver of any of the Company's rights or remedies
     under this Agreement.

 19. *NO THIRD PARTY BENEFIT:* The provisions set forth in these Terms
     and Conditions of Sale are for the sole benefit of the parties
     hereto, and confer no rights, benefits or claims upon any person
     or entity not a party hereto.

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